As filed with the Securities and Exchange Commission on January 4, 2019
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
The China Fund, Inc.
(Name of Subject Company (Issuer))
The China Fund, Inc.
(Name of Filing Persons)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
169373107
(CUSIP Number of Class of Securities)
The China Fund, Inc.
c/o State Street Bank and Trust Company
One Lincoln Street
P.O. Box 5049
Boston, Massachusetts 02206-5049
Attention: Brian L. Link, Secretary
1-888-246-2255
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Leonard B. Mackey, Jr., Esq.
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019-6131
(212) 878-8499
| Calculation of Filing Fee | |
| Transaction Valuation | Amount of Filing Fee |
| $86,694,839(a) | $10,507.41(b) |
| (a) | Estimated for purposes of calculating the amount of the filing fee only. Pursuant to Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, the Transaction Value was calculated by multiplying 4,716,803 shares of common stock of the Fund (30% of the total number of shares outstanding on December 28, 2018) by $18.38 (99% of the net asset value per share of $18.57 as of the close of ordinary trading on the New York Stock Exchange on December 28, 2018). |
| (b) | Calculated at $121.20 per $1,000,000 of the Transaction Value. |
| [ ] | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: | Filing Party: |
| Form or Registration No.: | Date Filed: |
| [ ] | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| [ ] | third party tender offer subject to Rule 14d-1. |
| [X] | issuer tender offer subject to Rule 13e-4. |
| [ ] | going-private transaction subject to Rule 13e-3. |
| [ ] | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer. [ ]
INTRODUCTORY STATEMENT
This Issuer Tender Offer Statement on Schedule TO relates to an offer by The China Fund, Inc., a Maryland corporation (the “Fund”), to purchase for cash up to 30% of its issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”), or 4,716,803 Shares in the aggregate, upon the terms and subject to the conditions contained in the Offer to Repurchase, dated January 4, 2019, and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The Offer will expire at 11:59 p.m., New York time on February 4, 2019, unless extended.
Copies of the Offer to Repurchase, dated January 4, 2019, and the Letter of Transmittal, among other documents, have been filed by the Fund as Exhibits to this Schedule TO pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934, as amended.
The information in the Offer to Repurchase and the related Letter of Transmittal is incorporated herein by reference in answer to Items 1 through 11 required to be disclosed in this Schedule TO.
| Item 12. | Exhibits. |
| (a)(1)(i) | Offer to Repurchase, dated January 4, 2019. |
| (a)(1)(ii) | Form of Letter of Transmittal. |
| (a)(1)(iii) | Form of Notice of Guaranteed Delivery. |
| (a)(1)(iv) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
| (a)(1)(v) | Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
| (a)(1)(vi) | Form of Letter to Stockholders. |
| (a)(2) | None. |
| (a)(5)(i) | Text of press release dated and issued on August 27, 2018. |
| (a)(5)(ii) | Text of press release dated and issued on September 7, 2018. |
| (a)(5)(iii) | Text of press release dated and issued on November 9, 2018. |
| (a)(5)(iv) | Text of Press Release dated and issued on January 4, 2019 |
| (b) | None. |
| (d) | None. |
| (g) | None. |
| Item 13. | Information Required by Schedule 13E-3. |
Not applicable.
- ii -
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| THE CHINA FUND, INC. | ||
|
/s/ Gary L. French |
||
| Name: Gary L. French | ||
| Title: Chariman |
Dated: January 4, 2019
- iii -